SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2000
or
[ ] Transition Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from ___________
to ___________
000-26801
---------------------
(Commission File No.)
MEGAMEDIA NETWORKS, INC.
----------------------------------------------
(Name of Small Business Issuer in Its Charter)
DELAWARE 87-0633630
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
57 WEST PINE STREET, ORLANDO, FLORIDA 32801
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number, including area code: (407) 245-3636
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
As of May 22, 2000, there were 14,310,656 shares of issuer's common stock
outstanding.
Transitional small business disclosure format (check one) Yes [ ] No [X]
<PAGE>
TABLE OF CONTENTS
PAGE
----
PART I. Financial Information
ITEM 1. Financial Statements...................................................1
Condensed Consolidated Balance Sheets at March 31, 2000 (Unaudited)
and December 31, 1999................................................1
Condensed Consolidated Statement of Operations for the Three Months
Ended March 31, 2000 (Unaudited) and the period from May 27, 1999
(inception) Through March 31, 2000...................................2
Condensed Consolidated Statement of Stockholders' Equity for the
Three Months Ended March 31, 2000 (Unaudited)........................3
Condensed Consolidated Statement of Cash Flows for the Three Months
Ended March 31, 2000 (Unaudited) and the period from May 27, 1999
(inception) Through March 31, 2000...................................4
Notes to Financial Statements..........................................5
ITEM 2. Management's Discussion of Plan of Operations..........................7
PART II. Other Information
ITEM 1. Legal Proceedings......................................................9
ITEM 2. Changes in Securities and Use of Proceeds..............................9
ITEM 3. Defaults upon Senior Securities........................................9
ITEM 4. Submission of Matters to a Vote of Security Holders....................9
ITEM 5. Other Information......................................................9
ITEM 6. Exhibits and Reports on Form 8-K.......................................9
FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, this Quarterly
Report may contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Investors are cautioned that forward-looking statements are inherently
uncertain. Actual performance and results of operations may differ materially
from those projected or suggested in the forward-looking statements due to
certain risks and uncertainties, including, without limitation, the ability of
the Company to obtain adequate financing to continue its current operations; the
ability of the Company to successfully enter into strategic relationships and
agreements with additional suppliers; the ability of the Company to increase its
staff; risks associated with the ability to produce revenues through the sales
of advertising, pay-per-view, and subscriptions; the Company's history of
operating losses; dependence on senior management; risks inherent in the
internet industry and the Company's ability to manage growth. The
forward-looking statements contained herein represent the Company's judgment as
of the date of filing this Quarterly Report, and the Company cautions readers
not to place undue reliance on such statements.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEGAMEDIA NETWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
MARCH 31, DECEMBER 31,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 2,108,801 $ 1,007,211
Accounts receivables, net 54,708 --
Prepaid expenses 445,886 --
----------- -----------
Total current assets 2,609,395 1,007,211
PROPERTY AND EQUIPMENT, NET 689,371 371,648
DEPOSITS 15,411 21,012
WEBSITE DEVELOPMENT, NET 491,426 148,281
----------- -----------
Total assets $ 3,805,603 $ 1,548,152
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 574,392 $ 100,587
Accrued liabilities
Salaries and benefits 243,428 --
Other 49,371 --
Note payable 303,502 --
----------- -----------
Total current liabilities 1,170,693 100,587
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 50,000,000 shares
authorized, 13,000,010 shares issued and
outstanding, and 1,020,679 shares subscribed at
March 31, 2000, 13,000,010 shares issued and
outstanding at December 31, 1999 140,207 130,000
Additional paid-in capital 5,236,642 2,184,814
Accumulated deficit (2,741,939) (857,249)
Stock subscription receivable -- (10,000)
----------- -----------
Total stockholders' equity 2,634,910 1,447,565
----------- -----------
COMMITMENTS (Note F) -- --
----------- -----------
Total liabilities & stockholders' equity $ 3,805,603 $ 1,548,152
=========== ===========
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Condensed Consolidated Financial Statements
1
<PAGE>
MEGAMEDIA NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND THE
PERIOD FROM MAY 27, 1999 (INCEPTION) THROUGH MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS MAY 27, 1999 TO
MARCH 31, 2000 MARCH 31, 2000
-------------- --------------
<S> <C> <C>
NET SALES $ 44,069 $ 44,069
COST OF SALES 480,578 480,578
------------ ------------
GROSS MARGIN (436,509) (436,509)
------------ ------------
OPERATING EXPENSES
General and administrative 770,539 1,362,393
Programming and production 193,809 215,468
Sales and marketing 352,385 420,061
Research and development 161,550 345,622
------------ ------------
Total operating expenses 1,478,283 2,343,544
------------ ------------
OPERATING LOSS (1,914,792) (2,780,053)
INTEREST INCOME 30,102 38,114
------------ ------------
NET LOSS $ (1,884,690) $ (2,741,939)
============ ============
LOSS PER COMMON SHARE $ (.14)
============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 13,630,007
============
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Condensed Consolidated Financial Statements
2
<PAGE>
MEGAMEDIA NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED
MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCK
--------------------------------------------- STOCK TOTAL
NUMBER OF PAR PAID-IN ACCUMULATED SUBSCRIPTION STOCKHOLDERS'
SHARES VALUE CAPITAL(1) DEFICIT RECEIVABLE EQUITY
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1999 13,000,010 $ 130,000 $ 2,184,814 $ (857,249) $ (10,000) $ 1,447,565
Issuance of common shares
at $3.00 per share 1,020,679 10,207 3,051,828 -- -- 3,062,035
Stock subscription received -- -- -- -- 10,000 10,000
Net loss -- -- -- (1,884,690) -- (1,884,690)
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, March 31, 2000 14,020,689 $ 140,207 $ 5,236,642 $(2,741,939) $ -- $ 2,634,910
=========== =========== =========== =========== =========== ===========
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Condensed Consolidated Financial Statements
3
<PAGE>
MEGAMEDIA NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND THE
PERIOD FROM MAY 27, 1999 (INCEPTION) THROUGH MARCH 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS MAY 27, 1999 TO
MARCH 31, 2000 MARCH 31, 2000
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,884,690) $(2,741,939)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation 55,779 67,021
Amortization 2,360 2,360
Changes in operating assets and liabilities:
Noncash professional fees -- 75,000
Increase in accounts receivable (54,708) (54,708)
Increase in prepaid expenses (142,384) (142,384)
(Increase)decrease in deposits 5,601 (15,411)
Increase in accounts payable 473,805 574,392
Increase in accrued liabilities 292,799 292,799
----------- -----------
Net cash flows from operating activities (1,251,438) (1,942,870)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (373,502) (756,392)
Payments for website development (345,505) (493,786)
----------- -----------
Net cash flows from investing activities (719,007) (1,250,178)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 3,072,035 4,581,849
Proceeds from notes payable -- 720,000
----------- -----------
Net cash flows from financing activities 3,072,035 5,301,849
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,101,590 2,108,801
CASH AND CASH EQUIVALENTS - beginning of period 1,007,211 --
----------- -----------
CASH AND CASH EQUIVALENTS - end of period $ 2,108,801 $ 2,108,801
=========== ===========
-----------------------------------------------------------------------------------------------------
NONCASH FINANCING INVESTING AND ACTIVITIES:
Note payable to finance directors and officers liability insurance $ 303,502 $ 303,502
Common stock issued in exchange for professional services -- 75,000
Common stock issued in exchange for notes payable -- 720,000
</TABLE>
The Accompanying Notes Are An Integral Part
Of These Condensed Consolidated Financial Statements
4
<PAGE>
MEGAMEDIA NETWORKS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A - GENERAL
MegaMedia Networks, Inc. (the "Company") was incorporated under the laws
of the state of Delaware on May 27, 1999 and is headquartered in Orlando,
Florida. The Company provides users of the internet with an online
environment for purchasing specialized on-demand or live pay-per-view
events, music, videos, concerts and services.
The accompanying condensed consolidated balance sheet of MegaMedia
Networks, Inc. as of March 31, 2000, the related condensed consolidated
statement of operations, statement of stockholders' equity and statement
of cash flows for the three months ended March 31, 2000 and the period
from May 27, 1999 (inception) through March 31, 2000 are unaudited. In
the opinion of management, such financial statements reflect all
adjustments, consisting only of normal recurring items, necessary to
present fairly the financial position of the Company at March 31, 2000
and the results of operations, stockholders' equity and cash flows for
the three months ended March 31, 2000 and the period from May 27, 1999
(inception) through March 31, 2000.
Certain reclassifications have been made to the condensed consolidated
balance sheet at December 31, 1999 to conform with classifications used
in the unaudited condensed consolidated balance sheet at March 31, 2000.
The accompanying unaudited financial statements as of March 31, 2000, for
the three months ended March 31, 2000 and the period from may 27, 1999
(inception) through March 31, 2000 should be read in conjunction with the
Company's audited financial statements for the year ended December 31,
1999.
The accompanying unaudited financial statements have been prepared
assuming that the Company will continue operations on a going-concern
basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. However, the Company was
in the development stage until March 25, 2000 and has incurred an
accumulated deficit of $2,741,939 as of March 31, 2000. The Company's
ability to continue as a going concern is dependent upon the attainment
of a profitable level of operations. The Company's ability to attain
profitable operations is contingent upon its ability to raise additional
capital to continue the development of its website, acquire content,
build brand name recognition and grow its business. The Company is
currently soliciting additional capital in the form of equity to fund its
working capital, capital expenditure and debt service requirements to
attain such profitable operations. However, there is no assurance that
the Company will be able to attain such equity capital and continue as a
going concern.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION: Sales revenue for on-demand, pay-per-view events,
and monthly subscriptions are recorded at the time of viewing, or for the
applicable month of the subscription. To date, all of the Company's
content for viewing has been provided free of charge. Advertising
revenues are recorded at such time as the advertisements are viewed,
pursuant to data provided by the Company's own website and that of its
advertisement suppliers.
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, ESTIMATED
CATEGORY 2000 1999 LIVES
----------------------------------- -------- --------- ---------
<S> <C> <C> <C>
Leasehold improvements $ 80,919 $ 50,531 Lease Term
Office furniture and equipment 137,395 19,309 5-7 years
Computer equipment 538,078 313,050 3 years
--------- ---------
Total property and equipment 756,392 382,890
Less: Accumulated depreciation (67,021) (11,242)
-------- ---------
Net property and equipment $ 689,371 $ 371,648
========= =========
</TABLE>
5
<PAGE>
MEGAMEDIA NETWORKS, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NOTE D - NOTES PAYABLE
Effective March 13, 2000, the Company entered into a Premium Finance
Agreement which financed 80% of the Company's directors' and officers'
liability insurance policy. The agreement bears an annual interest rate
of 9.5% and is payable in nine monthly installments beginning June 2,
2000. As of March 31, 2000, the Company owed $303,502 under this
agreement. As of March 31, 2000, the Company's prepaid expenses included
$378,054 related to unamortized directors' and officers' liability
insurance.
NOTE E - STOCKHOLDERS' EQUITY
During the three months ended March 31, 2000, the Company conducted two
private offerings. The first offering, which commenced dated December 15,
1999, produced $3,133,036 of additional equity through the private
placement of 1,044,346 shares of restricted common stock for $3.00 per
share. Of the funds raised, $3,062,035, representing 1,020,679 shares was
received and recorded during the three months ended March 31, 2000;
$71,001, representing 23,667 shares was received and recorded subsequent
to March 31, 2000. This offering expired March 1, 2000. These shares were
included in the earnings per share calculations as of the date cash was
received, however the share certificates were issued subsequent to March
31, 2000.
The second private offering, which commenced March 8, 2000, offers
1,000,000 shares of restricted common stock at $5.00 per share.
NOTE F - SUBSEQUENT EVENTS
On April 14, 2000, the Company, through its wholly-owned subsidiary Titan
Hosting, Inc. ("Titan"), acquired certain assets of City-Guide ISP, Inc.
("City-Guide"), pursuant to that certain Purchase and Sale of Assets
Agreement, dated April 14, 2000, among City-Guide, David Marshlack, Dan
Marshlack, Bruce C. Hammil and Mark Dolan, as shareholders of City-Guide,
and the Company and Titan. On April 27, 2000, the Company filed a Form
8-K dated April 14, 2000 regarding the purchase.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION OF PLAN OF OPERATIONS
THE FOLLOWING DISCUSSION OF PLAN OF OPERATIONS SHOULD BE READ IN CONJUNCTION
WITH OUR FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE
IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THE RESULTS DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT MIGHT
CAUSE SUCH A DIFFERENCE INCLUDE BUT ARE NOT LIMITED TO THOSE DISCUSSED BELOW AND
IN OTHER SECTIONS OF THIS REPORT.
OVERVIEW
MegaMedia Networks, Inc. is a global Internet broadcast company
specializing in on-demand delivery of high-quality movie, television, music and
sports entertainment programming to consumers via our website at
WWW.MEGACHANNELS.COM. The Company launched its site on March 25, 2000.
Additional upgraded releases of the site will follow in 2000.
Due to the fact that the Company did not start operations until late
March 2000 and the rapidly evolving nature of the Internet industry, the Company
believes that financial results are not necessarily meaningful and should not be
relied upon as an indication of future performance. To date, we have incurred
substantial costs to develop our technology. We will continue to incur costs to
develop our website, acquire content, build brand recognition and grow our
business. We may also incur significant additional costs with the possible
acquisitions of other businesses and technologies relevant to our growth
strategy. These costs may not correspond with a meaningful increase in revenues
in the short term.
Over the next 12 months, the Company is focused on finalizing strategic
relationships for additional content, improving website appeal and utility,
increasing advertising CPM rates, and developing strategic alliance partners.
Management is currently building staff to accommodate the anticipated growth.
Content acquisition will be pursued through acquisitions, partnerships,
marketing/distribution agreements and license agreements with studios and
independent owners. Site development is an ongoing activity that incorporates
consumer feedback, site performance and technical development to refine and
improve the consumer experience. Improved sales tools, customer data history and
an expanded sales force are the focus of efforts to drive higher advertising
rates. Strategic partnerships with key suppliers, consumer marketers and others
will be developed to lower costs, increase revenue and bolster brand stature.
Development of cost-effective network capacity will continue to ensure quality
delivery of content to the consumer.
During the next 12 months, the Company plans to expend approximately
$500,000 in product development devoted to enhancements of its website.
The ability of the Company to realize its plans over the next 12 months
involves numerous risks and uncertainties, some of which are the Company's
ability to obtain additional financing; the ability of the Company to attract
and retain technical, marketing and other personnel; the Company's ability to
manage growth effectively; the Company's ability to effectively compete against
competitors who have more resources; and the Company's ability to successfully
enter into strategic relationships with additional suppliers (including studios
and independent film companies).
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000
OVERVIEW. For the first quarter of 2000, the Company incurred a net
loss of $1,885,000. However, the Company was in the development stage until
March 25, 2000, when it launched its website.
SALES. Sales for the first quarter were $44,000, however, the Company
did not begin operations until March 25, 2000 when it launched its website. The
revenue consists almost entirely of advertising revenues.
7
<PAGE>
RESULTS OF OPERATIONS (Continued)
COST OF SALES. Cost of sales for the first quarter were $481,000. These
expenses are made up of bandwidth expense, internet traffic expense and
advertising sales commissions. Although the Company did not officially launch
its website until March 25, 2000, the site was operational during February and
March, therefore the Company was paying for both bandwidth and internet traffic
during this time. The Company has an exclusive arrangement with Nexttraffic,
Inc., an aggregator of internet traffic, which acts as a "collection conduit" of
traffic from high profile internet websites from around the globe to deliver
visitors to the Company's portal. However, the Company only pays for such
traffic if it is successfully delivered to the MegaChannels.com website.
OPERATING EXPENSES. Operating expenses, which consists primarily of
salaries and related personnel expenses, rent, travel, depreciation and
marketing expenses, were $1,478,000 for the first quarter.
OTHER INCOME AND EXPENSES. Other income for the three months ended March
31, 2000 was $30,000, representing interest income earned on overnight deposits.
INCOME TAXES. As of March 31, 2000, the Company had federal net operating
loss carry forwards of approximately $2,742,000. This net operating loss can be
carried forward for twenty years to offset future taxable income. Therefore,
there has been no provision made for income taxes for the three months ended
March 31, 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements have been, and will continue to be,
significant. Since our inception, we have financed our development and
operations through the sale of stock in the form of private placements. As of
May 22, 2000, the Company had raised a total of approximately $5,779,000
primarily in the form of three private placement offerings since May 27, 1999.
At May 22, 2000 our principal source of liquidity is approximately $336,000 in
the form of cash and cash equivalents. The Company is pursuing ways to scale
back its operations on a short-term basis in an effort to conserve its current
cash balance, without jeopardizing its long-term growth and ability to attain
profitable operations. In addition, the Company continues to pursue additional
capital to fund its working capital and capital expenditure requirements.
However, there can be no assurance that we will be able to obtain additional
funding through the issuance of additional equity securities through private
placement offerings, debt instruments or through other means, or that the
Company will be able to continue its operations as a going concern.
YEAR 2000
As of May 22, 2000, the Company had not experienced any immediate
adverse impact on our operations from the transition to the Year 2000. The
Company cannot make any assurances, however, that our operations have not been
affected in a manner that is not yet apparent or in a manner that will arise in
the future. In addition, certain computer programs that were date sensitive to
the Year 2000 may not have been programmed to process the Year 2000 as a leap
year, and negative effects from this remain unknown. As a result, the Company
will continue to monitor our Year 2000 compliance and the Year 2000 compliance
of our suppliers and customers. However, the Company did not anticipate any Year
2000 problems that are reasonably likely to have a material adverse effect on
our operations.
8
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to, nor is it aware of, any legal
proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2000, the Company sold
1,020,679 shares of common stock to 50 accredited investors in a
private placement at $3.00 per share for gross proceeds of $3,062,035.
The shares were issued in reliance upon an exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and/or Rule 506 of Regulation D promulgated under the
Securities Act. The investors were provided information about the
Company or such information was made available to them, and they were
afforded opportunities to ask questions of representatives of the
Company regarding the information provided or made available. The
investors confirmed in writing their investment intent, and the
certificates for the securities bear a legend accordingly. The offers
and sales were made by officers and directors of the Company without
compensation for same.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of the Company
during the period covered by this report.
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
6(A). EXHIBITS
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Reorganization, dated October 6, 1999, among the
Company, MegaMedia-Nevada and MegaMedia-Nevada stockholders. (1)
3.1 Articles of Incorporation of ACE Investments, Inc., a Utah corporation,
filed March 26, 1985. (2)
3.2 By-Laws of the Company. (2)
3.3 Articles of Amendment to the Articles of Incorporation changing the
Company's name to "Matlock Communications, Inc.," filed August 28,
1986. (2)
3.4 Articles of Amendment to the Articles of Incorporation changing the
Company's name to "Persimmon Corporation," filed June 28, 1989. (2)
3.5 Certificate of Incorporation of Amalgamated Entertainment, Inc., a
Delaware corporation, filed December 20, 1991. (2)
3.6 Articles of Merger of Persimmon Corporation into Amalgamated
Entertainment, Inc., filed January 29, 1992. (2)
3.7 Certificate of Amendment to the Company's Certificate of Incorporation
with respect to a 30-1 reverse stock split, filed April 6, 1999. (2)
3.8 Certificate of Amendment to the Company's Certificate of Incorporation
with respect to a 2.5-1 stock split, filed September 13, 1999. (3)
9
<PAGE>
EXHIBIT DESCRIPTION
3.9 Certificate of Amendment to the Company's Certificate of Incorporation
to change the Company's name to "MegaMedia Networks, Inc. filed
November 29, 1999. (4)
4.1 Stock Option Agreement, dated June 24, 1999, between the Company and
John P. Chambers. (4)
4.2 Stock Option Agreement, dated July 5, 1999, between the Company and
Mark R. Dolan. (4)
4.3 Stock Option Agreement, dated January 5, 2000, between the Company and
William A. Mobley, Jr. (4)
4.4 Stock Option Agreement, dated January 5, 2000, between the Company and
Mark R. Dolan. (4)
10.1 Lease Agreement, dated June 14, 1999, between Kyung Park and Bang Park,
landlords, and the Company. (4)
10.1.1 Addendum to Lease Agreement, dated October 6, 1999. (4)
10.2 Product Development Agreement, dated January 7, 2000, between the
Company and Nextelligent, Inc. (4)
10.3 Internet Traffic Agreement dated January 7, 2000 between the Company
and NextTraffic, Inc. (4)
10.4 Consulting Agreement, dated January 7, 2000, between the Company and
William A. Mobley, Jr. (4)
10.5 Employment Agreement, dated June 24, 1999, between the Company and John
P. Chambers, Jr. (4)
10.6 Escrow Agreement, dated as of December 29, 1999, among the Company,
certain stockholders of the Company and Christopher P. Flannery, as
escrow agent ("Flannery"). (4)
10.7 Purchase and Sale of Assets Agreement, dated April 14, 2000, among
City-Guide ISP, Inc., David Marshlack, Dan Marshlack, Bruce C. Hammil,
Mark R. Dolan and Titan Hosting, Inc. and MegaMedia Networks, Inc. (5)
10.8 Convertible Promissory Note, dated April 14, 2000, issued by Titan
Hosting, Inc. in favor of City-Guide ISP, Inc. in the principal amount
of $720,000.(5)
10.9 Security Agreement, dated April 14, 2000, between Titan Hosting, Inc.
and City-Guide ISP, Inc. (5)
10.10 Unconditional Corporate Guaranty, dated April 14, 2000, executed by
MegaMedia Networks, Inc. (5)
10.11 Subscription and Registration Rights Agreement, Dated April 14, 2000,
between MegaMedia networks, Inc. and City-Guide ISP, Inc. (5)
10.12 Employment Agreement, dated January 10, 2000, between the Company and
David A. Gust, and exhibits thereto. *
10.13 Employment Agreement, dated February 7, 2000, between the Company and
Steven H. Noble, III, and Stock Option Agreements as exhibits thereto.
*
10.14 Employment Agreement, dated March 1, 2000, between the Company and Paul
J. Turcotte, and exhibits thereto. *
16.1 Letter on unaudited interim financial information (6)
10
<PAGE>
EXHIBIT DESCRIPTION
21.1 List of Subsidiaries. (4)
27.1 Financial Data Schedule.*
-------------------------
(1) Incorporated by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on October 26, 1999.
(2) Incorporated by reference and filed as an exhibit to the Company's
Registration Statement on Form 10SB, filed with the Securities and
Exchange Commission on July 22, 1999.
(3) Incorporated by reference and filed as an exhibit to the Company's
Quarterly Report on Form 10QSB, filed with the Securities and Exchange
Commission on October 12, 1999.
(4) Incorporated by reference and filed as an exhibit to the Company's Annual
Report on Form 10KSB, filed with the Securities and Exchange Commission
on April 14, 2000.
(5) Incorporated by reference and filed as an exhibit to the Company's
Current Report on Form 8-K, filed with the Securities and Exchange
Commission on April 27, 2000.
(6) Incorporated by reference and filed as an exhibit to the Company's
amended Current Report on Form 8-K/A filed with the Securities and
Exchange Commission on May 11,2000.
* Filed herewith.
6(B). REPORTS ON FORM 8-K
(i) The Company filed a Current Report on Form 8-K on April 21, 2000 in
connection with the change in its certifying accountants.
(ii) The Company filed a Current Report on Form 8-K on April 27, 2000
in connection with the acquisition of certain assets of City-guide ISP,
Inc.
11
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MEGAMEDIA NETWORKS, INC.
(Registrant)
Date: June 1, 2000 BY: /s/ DAVID A. GUST
--------------------------------------
David A. Gust, Chief Executive Officer
Date: June 1, 2000 BY: /s/ STEPHEN H. NOBLE, III
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Stephen H. Noble, III,
Chief Financial Officer
(Principal Financial and Accounting
Officer)
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